EDMONTON, AB, May 5, 2023 /CNW/ - Nova Cannabis Inc. ("Nova" or the "Corporation") (TSX: NOVC) is pleased to announce the voting results of its annual and special meeting (the "Meeting") of holders ("Nova Shareholders") of Nova common shares ("Nova Shares") held on May 5, 2023. At the Meeting, Nova Shareholders approved a resolution (the "Transaction Resolution") in respect of the proposed transaction (the "Transaction") between the Corporation and SNDL Inc. ("SNDL") to create a well-capitalized cannabis retail platform in Canada, pursuant to the implementation agreement entered into between the Corporation and SNDL dated December 20, 2022, as amended on April 3, 2023 (the "Implementation Agreement"). Each matter voted on is described in greater detail in the Corporation's Management Information Circular dated April 4, 2023 in respect of the Meeting (the "Circular") which is available at the Corporation's SEDAR profile at www.sedar.com.
SNDL is considered a "related party" of Nova, and the Transaction constitutes a "related party transaction", as such terms are defined in Multilateral Instrument 61-101 ? Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Pursuant to MI 61-101, the Transaction required approval of a majority of the votes cast by the holders of Nova Shares represented in person (virtually) or by proxy, excluding the votes attached to Nova Shares held by SNDL and its associates and affiliates ("Disinterested Shareholder Approval"). Section 501(c) of the TSX Company Manual, requires that the Transaction be approved by the Corporation's board of directors on the recommendation of independent directors, and that the Transaction Resolution receive Disinterested Shareholder Approval in accordance with the TSX Company Manual.
Pursuant to the closing of the Transaction, SNDL plans to further reduce its equity ownership in Nova by completing a distribution of Nova Shares held by it to shareholders of SNDL (the "Share Distribution"), following which it is anticipated that SNDL and its affiliates will collectively legally and beneficially own and control approximately (and no more than) 19.9% of the issued and outstanding Nova Shares. The Share Distribution is subject to certain closing requirements, including the receipt of a final order from the Court of King's Bench of Alberta (the "Court") to approve the plan of arrangement (the "Plan") to give effect to the Share Distribution and certain regulatory consents that are a condition precedent to the closing of the Transaction. In accordance with the approval of the Plan granted by the Court and the shareholders of SNDL, the Share Distribution is expected to occur concurrently with the closing of the Transaction. Subject to the satisfaction or waiver of all of the conditions precedent which includes, but is not limited to, key regulatory approvals from applicable provincial cannabis regulators and the Toronto Stock Exchange ("TSX"), the Transaction is expected to close on or before June 30, 2023.
The following table describes the outcome of the vote on the Transaction Resolution:
Total Nova Shares issued and outstanding at the record date (April 4, 2023)
Total Nova Shares required to be excluded pursuant to MI 61-101
Total Nova Shares entitled to vote on the Transaction Resolution
Total Nova Shares that voted on the Transaction Resolution
Percentage of Eligible Nova Shares that voted on the Transaction Resolution
At the Meeting, Nova Shareholders re-elected each of the seven (7) nominees listed in the Circular as a director of the Corporation to serve until the close of the next annual meeting of shareholders, or until their successors are elected or appointed, and re-appointed PricewaterhouseCoopers LLP as auditors of the Corporation until the close of the next annual meeting of shareholders at a remuneration to be fixed by the board of directors.
Full voting results on all matters voted on at the Meeting are available on the Corporation's SEDAR profile at www.sedar.com.
Nova Cannabis Inc. (TSX: NOVC) is one of Canada's largest and fastest-growing cannabis retailers with a goal of disrupting the cannabis retail market by offering a wide range of high-quality cannabis products at every-day best value prices. The Corporation currently owns and/or operates 92 locations across Alberta, Ontario, and Saskatchewan, primarily under its "Value Buds" banner. Additional information about Nova Cannabis Inc. is available at www.sedar.com and the Corporation's website at www.novacannabis.ca.
This news release contains statements and information that, to the extent that they are not historical fact, may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation (collectively "forward-looking statements"). Forward-looking statements are typically, but not always, identified by the use of words such as "continue", "anticipate", "will", "expect", "project", "to be", "objective", "should", "plan", "intention", and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical facts. All statements and information other than statements of historical fact contained in this news release are forward-looking statements. These forward-looking statements include statements regarding: the satisfaction or waiver of conditions precedent, including key regulatory approvals from applicable provincial regulators and the TSX; and the anticipated timing and completion of the Transaction as contemplated by the Implementation Agreement.
Such forward-looking statements are based on various assumptions and factors that may prove to be incorrect, including, but not limited to, factors and assumptions with respect to: the Transaction being completed on the terms and timeline currently anticipated or at all, including the satisfaction of all required closing conditions for the Transaction; the satisfaction of the conditions precedent to the completion of the Share Distribution; the timing of the completion of the Share Distribution; all necessary regulatory approvals being obtained on the timelines and in the manner currently anticipated or at all; and the receipt by Nova and SNDL of necessary retail cannabis licenses, approvals and authorizations (as applicable) from regulatory authorities, and the timing thereof.
Although the Corporation believes the expectations reflected in the forward-looking-statements, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations and assumptions will prove to be correct. Readers should not place undue reliance on forward-looking-statements included in this news release. Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that may cause actual performance and financial results to differ materially from any estimates, forecasts or projections. These risks and uncertainties include, the risk that the conditions to closing the Transaction are not satisfied or waived.
Additional information regarding risks and uncertainties relating to Nova's business are contained under the heading "Risk Factors" in Nova's management's discussion and analysis for the year ended December 31, 2022, dated March 28, 2023, which is available on SEDAR under the Corporation's profile at www.sedar.com. The forward-looking statements contained in this news release are made as of the date of this new release. Except as expressly required by applicable securities legislation, Nova does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
SOURCE Nova Cannabis Inc.
These press releases may also interest you